🌻Congress And The BoardMinutes2020-01-19

Congress minutes - 01/19/2020

In attendence: Starless, Cass, Fack, Forest, Scott, Jesse, Johnnie, Kurtis, Cal

Aedric arrived

Designated Chair for the meeting is Kurtis.

The meeting was called to order at 1:29pm.

Approve the last Congress' minutes: git.cyberia.club/cyberia-congress/minutes/tree/nov-7-2019.txt
changed names to be consistent in attendance

note that we can advertise on the Linux Desktop Meetup group without much fuss

Cass moves to approve the Nov 7th Minutes.
The minutes were approved

We agreed to set a default timer of 10 minutes per topic, with Kurt having the authority to extend the time.

Johnnie has agreed to keep track of timers.

The agenda was approved by voice vote at 1:43pm.

Agenda Items:

1. Propose to move forward incorporating Cyberia as a nonprofit organization with the state of MN - does not mean we are committing to 501c3 status

a. Establish whether or not we want to be a non-profit with the state of MN - passed unanimously
- Overall, being a non-profit helps shield us from liability and helps us organize our finances
- 501c3 has lots of regulations around supporting political candidates: www.irs.gov/charities-non-profits/charitable-organizations/the-restriction-of-political-campaign-intervention-by-section-501c3-tax-exempt-organizations
- "all section 501(c)(3) organizations are absolutely prohibited from directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office."
- 501c4 are less regulated/restricted in how they operate- allowed to be more political, can spend all of time/money on politics
- 501c5s also exist, seem to be established for unions. Politically restricted.
- Social purpose corp is another option, but we'd need to have profit as a motive that would be equivalent to any other motive we decide on
- Filing as a non-profit with MN enables us to branch out to any of the above options
All members of Congress unanimously voted to move forward with incorporating as a nonprofit.
b. Establish whether or not we approve incorporating as a 501c3 as soon as we get the funds
- Our idea of 'politics' might be different from the state's idea-- endorsing a candidate may be different from advocacy
- We could have a 501c3 branch and a 501c4 branch, plus a b-corp in different branches if we want
- Filling fee for 501c3 is $750
- The type of orginization we decide to go with may shape where the power in our org is
*Kurtis motions to assign a review of the options to the meta-branch sometime in the next two months.
--> passed wih a full vote of the membership in attendence.

2. Vote on initial members of Congress

* Scott motions that all those in attendance become voting members of Congress, if they wish to be, and that their names be taken down into a "voting member roll",
(calrification) pseudonyms are acceptable, provided that these names are used consistency.
* Jesse seconds

Voting Members (pseudonynm)
Scott H
Forest J

3. Propose articles of incorporation

Scott motion to go off of the riseup pad instead of printed document
Ryan seconds

Cass proposed alternative language: The primary governing body of the Cyberia Computer Club (made up of voting members) shall be known as the Cyberia Congress. Congress shall have the power to make decisions about the organization, conduct the organizations business, elect officers and members of the Board of Directors, and to amend the bylaws and the Articles of Incorporation.
Cass has withdrawn the motion to amend article IV.

Jesse motions to add Scott and Jesse as initial incorporators, and to list the address of Cyberia Computer Club as the address provided by Scott. Jesse and Scott will also provide addresses under Section II articles of incorporation.
Ryan seconds
Motion passes unanimously.

Aedric motions to pass the Articles of Incorporation as they have been drafted in our ether pad below.
Cass seconds.
Motion passes unanimously.

Articles of Incorporation:
1. The name of the Corporation shall be Cyberia Computer Club.

2. The place in this State where the principal office of the Corporation is to be located is 1010 E 19th Street, Apt #3, in the City of Minneapolis, Hennepin County 55404.

3. The names and addresses of the persons who are the initial incorporators of the corporation are as follows:
Name: Scott Hargarten Address 1010E 19th Street, Minneapolis MN, Apt #3 55404
Name: Jesse Burdette Olson Address 2905 Harriet Ave, Apt 306, Minneapolis MN 55408

4. Cyberia Computer Club's voting members shall have the power to amend the Articles of Incorporation and Bylaws.

5. The Board of Directors may amend the bylaws or the articles of incorporation with a unanimous vote of its members, provided that 50% of the voting members of the Cyberia Computer Club do not veto that decision at the next meeting of the membership which takes place at least one month after the Board of Directors notifies the membership through the method outlined in the bylaws.

6. The Bylaws may establish more than one class of membership.

- resolved by meta:
the board elected by Congress shall add the missing details on 2 and 3

- Cass reports that we don't officially need bylaws to incorporate

4. Re-ratification of all branches
Cass motions to recertify services, initial HEAD = Jesse
Aedric seconds
Motion passes unanimously
Cass motions to recertify meta branch, initial HEAD = Scott
Aedric seconds
Motion passes unanimously
Cass motions to recertify design branch, initial HEAD = Aedric
Starless seconds
Motion passes unanimously
Fack motions to certify games branch, initial HEAD = Johnnie
Scott Seconds
Motion passes unanimously

- services lead by Jesse (services is focused on providing ethical technical services to (potentially the Minneapolis community) and certainly Cyberia's members
- meta lead by Scott (meta branch is in charge of talking about Cyberia & making branches)
- design lead by Aedric (take in requests for work by the services branch or Cyberia at large or by congress for anything design-related-- visual work & related, less technical, not explicitly architectually-focused)
- Games Branch, lead by Johnnie

- open discussion

5. Propose that the treasurer acquire EIN # and bank account
Scott Motions to accept that the treasurer acquires an EIN # and Bank Account
Aedric Seconds
Motion passes unanimously

6. Propose initial set of bylaws: git.cyberia.club/cyberia-congress/bylaws/about/ <------link
Starless motions to ask meta branch to investigate creation of another set of bylaws in plainer English accessible to non-native English speakers
Seconded by Scott
Motion passed by general assent

Scott motions to provisionally pass the proposed bylaws, less the points of contention, ad with the option to modify at the next meeting. "Provisionally" means that any changes proposed by the meta committee may be approved by the next Regular Meeting of the Congress.
Aedric seconds
Motion to pass bylaws approved by voice vote

7. Vote on 3 initial officers of the board of directors
Do existing members of the board of directors want to be officers?
- Scott - yes
- Jesse - no, unless no one else is OK with being secretary, which he would be OK with

Aedric move to elect Cass as Treasurer
Seconded by Starless
Appointment approved via hand vote

Scott has nominated himself as the President
Jesse seconded
Johnnie has nominated himself as the President
Jesse seconded
Johnnie won
Aedric has nominated himself as a Secretary
Starless seconded?
Jesse won

Meeting adjourned

03/29/2020 ammendment:
- Kurtis was voted for and elected to board of directors
- Scott H was voted for and elected to board of directors